-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpXRQTxRPM2DVHlccnctvprnr/bPhY+UP2Kv+LN1/K+Btg3SR7tTKhBdB3eHrQaY ljHL2ykB/NsTnPrmr1SFVA== 0000950133-99-002894.txt : 19990823 0000950133-99-002894.hdr.sgml : 19990823 ACCESSION NUMBER: 0000950133-99-002894 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990820 EFFECTIVENESS DATE: 19990820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MANAGEMENT SYSTEMS INC CENTRAL INDEX KEY: 0000310624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 540856778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85645 FILM NUMBER: 99696719 BUSINESS ADDRESS: STREET 1: 4050 LEGATO RD CITY: FAIRFAX STATE: VA ZIP: 22033 BUSINESS PHONE: 7032678000 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on August 20, 1999 Registration Number 333-___ -------------------------------------------------------------------------- -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- AMERICAN MANAGEMENT SYSTEMS, INCORPORATED (Exact Name of Registrant as Specified in Its Charter) Delaware 54-0856778 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 4050 Legato Road Fairfax, Virginia 22033 (Address of Principal Executive Offices) --------------------------- AMERICAN MANAGEMENT SYSTEMS, INCORPORATED 1996 AMENDED STOCK OPTION PLAN F, AS AMENDED (Full Title of the Plan) --------------------------- Paul A. Brands Chairman and Chief Executive Officer American Management Systems, Incorporated 4000 Legato Road Fairfax, Virginia 22033 (Name and Address of Agent for Service) (703) 267-8000 (Telephone Number, Including Area Code, of Agent for Service) Copies to: Denise R. Brown, Esq. Shaw Pittman 2300 N Street, N.W. Washington, D.C. 20037 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered (1) Per Share (2) Price (2) Registration Fee - --------------------------------------------------------------------------------------------------------------------- Common Stock, 2,000,000 shares $28.63 $57,260,000.00 $15,918.28 $.01 par value per share - ---------------------------------------------------------------------------------------------------------------------
1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under 1996 Amended Stock Option Plan F, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated solely for the purpose of computing the registration fee. Pursuant to Rule 457(h), the calculation of the registration fee is based on the average of the high and low sales prices of the Registrant's Common Stock on August 12, 1999, as reported by The Nasdaq Stock Market, Inc. 2 INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS This Registration Statement is being filed to register additional shares of the Registrant's Common Stock to be issued under its 1996 Amended Stock Option Plan F, as amended (the "Plan"). Shares of the Registrant's Common Stock to be issued pursuant to the Plan were originally registered pursuant to a registration statement on Form S-8 (File No. 33-08371) (the "Original Registration Statement"). The contents of the Original Registration Statement are hereby incorporated by reference into this Registration Statement to the extent that they present information not otherwise presented herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102 of the Delaware General Corporation Law permits a Delaware corporation to include in its certificate of incorporation a provision eliminating or limiting a director's personal liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, including conduct which could be characterized as negligence or gross negligence. The Delaware General Corporation Law expressly provides, however, that the liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violation of the law, the unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner. The Delaware General Corporation Law further provides that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. Article Ninth of the Registrant's Certificate of Incorporation provides that a director shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law makes provision for the indemnification of directors, officers, employees and agents against expenses, judgments, fines, settlements and other amounts incurred in connection with any proceeding arising by reason of the fact that such person is or was a director, officer, employee or agent of the corporation. Article VIII of the Registrant's By-laws provides that the Registrant shall indemnify its directors, officers, employees and agents to the fullest extent permitted by applicable law. The Registrant carries insurance that purports to insure its officers and directors against certain liabilities incurred by them in the discharge of their official functions. The Registrant has entered into indemnification agreements with each of its directors. The indemnification agreements require, among other things, that the -2- 3 Registrant indemnify such directors to the fullest extent permitted by law and advance to the directors all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement pursuant to Item 601 of Regulation S-K: 4.1 Second Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's 1995 Annual Report on Form 10-K). 4.2 Certificate of Amendment of Second Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 4.3 Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 2 to the Registrant's Form 8-A filed on August 4, 1998). 4.4 By-laws of the Registrant, as amended and restated February 27, 1998 (incorporated by reference to Exhibit 3.2 to the Registrant's 1997 Annual Report on Form 10-K). 4.5 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997). 4.6 Rights Agreement dated as of July 31, 1998, between the Registrant and ChaseMellon Shareholder Services L.L.C. as Rights Agent (incorporated herein by reference to Exhibit 1 to the Registrant's Form 8-A filed on August 4, 1998, including Form of Rights Certificate). 5 Opinion of Shaw Pittman (including consent) with respect to legality of the Common Stock registered hereunder (filed herewith). 23.1 Consent of Deloitte & Touche LLP (filed herewith). 23.2 Consent of PricewaterhouseCoopers LLP (filed herewith). -3- 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City or Fairfax, and the Commonwealth of Virginia, as of this 16th day of August, 1999. AMERICAN MANAGEMENT SYSTEMS, INCORPORATED a Delaware corporation (Registrant) By: /s/ Paul A. Brands ------------------------------------ Paul A. Brands Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Paul A. Brands Chairman and Chief Executive - ---------------------------------- Officer 8/16/99 Paul A. Brands (Principal Executive Officer) /s/ Ronald L. Schillereff Treasurer and Chief Financial - ---------------------------------- Officer Ronald L. Schillereff (Principal Financial Officer) 8/16/99 /s/ Nancy M. Yurek Controller - ---------------------------------- (Principal Accounting Officer) 8/16/99 Nancy M. Yurek /s/ Daniel J. Altobello Director 8/16/99 - ---------------------------------- Daniel J. Altobello /s/ Paul A. Brands Director 8/16/99 - ---------------------------------- Paul A. Brands /s/ James J. Forese Director 8/16/99 - ---------------------------------- James J. Forese
-4- 5
Signature Title Date --------- ----- ---- /s/ Patrick W. Gross Director 8/16/99 - ---------------------------------- Patrick W. Gross /s/ Dorothy Leonard Director 8/16/99 - ---------------------------------- Dorothy Leonard /s/ W. Walker Lewis Director 8/16/99 - ---------------------------------- W. Walker Lewis /s/ Frederic V. Malek Director 8/16/99 - ---------------------------------- Frederic V. Malek /s/ Frank A. Nicolai Director 8/16/99 - ---------------------------------- Frank A. Nicolai /s/ Alan G. Spoon Director 8/16/99 - ---------------------------------- Alan G. Spoon
-5- 6 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 4.1* Second Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's 1995 Annual Report on Form 10-K). 4.2* Certificate of Amendment of Second Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 4.3* Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 2 to the Registrant's Form 8-A filed on August 4, 1998). 4.4* By-laws of the Registrant, as amended and restated February 27, 1998 (incorporated by reference to Exhibit 3.2 to the Registrant's 1997 Annual Report on Form 10-K). 4.5* Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997). 4.6* Rights Agreement dated as of July 31, 1998, between the Registrant and ChaseMellon Shareholder Services L.L.C. as Rights Agent (incorporated herein by reference to Exhibit 1 to the Registrant's Form 8-A filed on August 4, 1998, including Form of Rights Certificate). 5 Opinion of Shaw Pittman (including consent) with respect to legality 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of PricewaterhouseCoopers LLP
- ------------------ *Previously filed. -6- EX-5 2 OPINION OF SHAW PITTMAN 1 Exhibit 5 [Letterhead of Shaw Pittman] August 16, 1999 American Management Systems, Incorporated 4050 Legato Road Fairfax, Virginia 22033 Ladies and Gentlemen: We have acted as counsel to American Management Systems, Incorporated (the "Company"), a Delaware corporation, in connection with the registration of 2,000,000 shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company pursuant to a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement") relating to the Company's 1996 Amended Stock Option Plan F, as amended (the "Plan"). Based upon examination and review of (i) the Second Restated Certificate of Incorporation of the Company, as amended, (ii) the Bylaws of the Company, as amended, (iii) the resolutions of the Board of Directors of the Company dated March 3, 1999, and (iv) the Plan, we are of the opinion that the Shares have been duly authorized for issuance by the Company, and that upon issuance and delivery in accordance with the Plan referred to in the Registration Statement, the Common Stock will be validly issued, fully paid and nonassessable. Our opinions stated in this letter are based on the published compilations of the General Corporation Law of the State of Delaware in effect on the date of this letter. The opinions expressed in this letter are limited to the matters set forth herein, and no other opinions should be inferred beyond the matters expressly stated. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ SHAW PITTMAN SHAW PITTMAN EX-23.1 3 CONSENT OF DELOITTE & TOUCHE 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of American Management Systems, Incorporated on Form S-8 of our reports dated February 17, 1999, appearing in and incorporated by reference in the Annual Report on Form 10-K of American Management Systems, Incorporated for the year ended December 31, 1998. /s/ DELOITTE & TOUCHE LLP Washington, D.C. August 17, 1999 EX-23.2 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 18, 1998, appearing on page 24 of the 1998 Financial Report of American Management Systems, Incorporated, which is incorporated by reference in American Management Systems, Incorporated's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 12 of such Annual Report on Form 10-K. /s/ PRICE WATERHOUSECOOPERS LLP Washington, D.C. August 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----